Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. Unless otherwise required by Law, Purchaser shall not amend, and shall not permit any of its Affiliates to amend, any Tax Return pertaining to a Pre-Closing Tax Period without the prior written consent of the Shareholders.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Automotive Finance Corp), Stock Purchase Agreement (Automotive Finance Corp)

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Amended Tax Returns. Unless otherwise required by Law, Purchaser shall not amend, (and Purchaser shall not permit any Acquired Company to) amend a Tax Return of its Affiliates any of the Acquired Companies with respect to amenda taxable period beginning before the Closing Date, or file or amend any Tax Return pertaining election with respect to any of the Acquired Companies with respect to a Pre-taxable period beginning before the Closing Tax Period Date, in each case without the prior written consent of the ShareholdersSellers’ Representative (which consent may not be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)

Amended Tax Returns. Unless otherwise required by LawNotwithstanding any other provision in this Agreement, Purchaser Buyer shall not amendnot, and shall not cause or permit any of its Affiliates to amendor the Company or any of the Company’s Affiliates to, (a) amend any Tax Return pertaining to of the Company that covers a Pre-Closing Tax Period or Straddle Period or (b) make any Tax election with respect to the Company that has retroactive effect to any Pre-Closing Tax Period or Straddle Period, in each case without the prior written consent of the Shareholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Flowers Foods Inc), Stock Purchase Agreement (Flowers Foods Inc)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amendnot, and shall not cause or permit any of its Affiliates Affiliates, the Company, or the Acquired Subsidiary to amend, (i) amend any Tax Return pertaining to of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of the ShareholdersSeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Par Petroleum Corp/Co), Environmental Agreement (Tesoro Corp /New/)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amendnot, and shall not permit any of its Affiliates to amend(including the Acquired Companies) to, amend any Tax Return pertaining to a of any Acquired Company for any Pre-Closing Effective Time Tax Period or Straddle Period without the prior written consent of the ShareholdersSeller, such consent not to be unreasonably withheld, delayed or conditioned.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)

Amended Tax Returns. Unless otherwise Except as required by applicable Law, Purchaser shall not amend, and shall not permit any of its Affiliates to amend, any Tax Return pertaining to a Pre-Closing Tax Period without the prior written consent of the ShareholdersSeller, which consent shall not be unreasonably conditioned, withheld or delayed, Buyer shall not amend any Tax Returns of the Company for a Pre-Closing Tax Period.

Appears in 1 contract

Samples: Equity Purchase Agreement (Amedisys Inc)

Amended Tax Returns. Unless otherwise required by LawOn or after the Closing Date, the Purchaser shall not amend, (and shall not permit cause any of its Affiliates to Affiliates, including for the avoidance of doubt, the Group Companies to) amend, refile or otherwise modify any Tax Return pertaining to Returns of the Group Companies for any Pre-Closing Taxable Periods or Straddle Periods (a Pre-Closing Tax Period Return Amendment”), without the prior written consent of the ShareholdersSeller, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Share Purchase Agreement (Cott Corp /Cn/)

Amended Tax Returns. Unless otherwise required by LawThe Buyer shall not, Purchaser nor shall not amend, and shall not it permit or cause any of its Affiliates to Affiliates, the Company, or any of the Subsidiaries to, amend, file, refile, revoke or otherwise modify any Tax Return pertaining or Tax election of the Company or any of the Subsidiaries with respect to a Pre-Tax periods that begin prior to the Closing Tax Period Date without the prior written consent of the ShareholdersSeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Schweitzer Mauduit International Inc)

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Amended Tax Returns. Unless otherwise Except to the extent required by under applicable Law, Purchaser Buyer shall not amend, and shall not permit any of its Affiliates to amend, amend any Tax Return pertaining to a for any Pre-Closing Periods with respect to the Companies that affects the Tax Period liability of the Sellers without the prior written consent of the ShareholdersSellers, which consent shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Middleby Corp)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amend, and shall not permit any of its Affiliates to amend, any Tax Return of the Company pertaining to a Pre-Closing Tax Period without the prior written consent of the ShareholdersSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Union Street Acquisition Corp.)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amend, and shall not permit any of its Affiliates to amend, modify or otherwise change any Tax Return pertaining Returns of the Companies relating to a any Pre-Closing Tax Period or Straddle Period without the prior written consent of the ShareholdersSellers’ Representative, which written consent shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Equity Purchase Agreement (Thoratec Corp)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amend, and shall not cause or permit the Company or any Affiliate of its Affiliates Buyer to amend, amend any Tax Return pertaining of or with respect to a Pre-Closing Tax Period the Company that relates to Taxes that are subject to indemnification by the Sellers hereunder without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that no such consent shall be required for the Shareholdersfiling of any Tax Return or an amendment of any Tax Return of the Company that is required by applicable Tax Law.

Appears in 1 contract

Samples: Unit Purchase Agreement (Invitae Corp)

Amended Tax Returns. Unless otherwise required by Law, Purchaser Buyer shall not amend, and shall not cause or permit the Company or any Affiliate of its Affiliates Buyer to amend, amend any Tax Return pertaining of or with respect to a Pre-Closing Tax Period the Company that relates to Taxes that are subject to indemnification by Seller hereunder without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that no such consent shall be required for the Shareholdersfiling of any Tax Return or an amendment of any Tax Return of the Company that is required by applicable Tax Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Invitae Corp)

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